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20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Attention: City Attorney <br />11. Jurisdiction and Venue. The Parties each acknowledge and agree that this Covenant is <br />entered into and is to be fully performed in the City of Santa Ana, Orange County, State of <br />California, and that all legal actions arising from this Covenant shall be filed in the Superior <br />Court of the State of California in and for Orange County, California, or the United States <br />District Court with jurisdiction in Orange County, California. <br />12. Principles of Interpretation. No inference in favor of or against any Party shall be drawn <br />from the fact that such Party has drafted any part of this Covenant. The Parties have both <br />participated substantially in the negotiation, drafting, and revision of this Covenant, with advice <br />from legal counsel and other advisers of their own selection. A term defined in the singular in <br />this Covenant may be used in the plural, and vice versa, all in accordance with ordinary <br />principles of English grammar, which also govern all other language in this Covenant. The words <br />"include" and "including" shall be construed to be followed by the words: "without limitation." <br />Each collective noun shall be interpreted as if followed by the words "(or any part of it)," except <br />where the context clearly requires otherwise. Every reference to any document, including this <br />Covenant, refers to such document as modified from time to time (excepting any modification <br />that violates this Covenant), and includes all exhibits, schedules, addenda and riders to such <br />document. The word "or" includes the word "and." Every reference in this Covenant to a law, <br />statute, regulation, order, form or similar governmental requirement refers to each such <br />requirement as amended, modified, renumbered, superseded or succeeded, from time to time. <br />13. Counterpart Originals: Integration. This Covenant may be signed in multiple counterpart <br />originals, each of which is deemed to be an original, but all of which taken together shall <br />constitute one and the same instrument. This Covenant, the exhibits attached to this Covenant <br />and the documents (including maps) referenced in this Covenant represent the entire <br />understanding of the Parties and supersede all previous negotiations, letters of intent, memoranda <br />of understanding or agreements between the Parties with respect to all or any part of the subject <br />matter of this Covenant. <br />14. Severability. If any term or provision of this Covenant or its application to any Person or <br />circumstance shall to any extent be invalid or unenforceable, then the remainder of this Covenant <br />or the application of such term or provision to Persons or circumstances, except those as to <br />which it is invalid or unenforceable, shall not be affected by such invalidity. All remaining <br />provisions of this Covenant shall be valid and be enforced to the fullest extent Law allows. <br />15. No Waiver. Failure to insist on any one occasion upon strict compliance with any of the <br />terms, covenants, conditions, restrictions or agreements contained in this Covenant shall not be <br />deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any <br />waiver or relinquishment of any rights or powers under this Covenant at any one time or more <br />times be deemed a waiver or relinquishment of such right or power at any other time or times. <br />16. Time is of the Essence. Time is of the essence in the performance of the Parties' <br />obligations under this Covenant. <br />Page 5 of 7 <br />5 5394.00049\3 3266069.5 <br />